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April 30, 2020
Nick Bhargava
Acting Chief Financial Officer
GROUNDFLOOR FINANCE INC.
600 Peachtree Street, Suite 810
Atlanta, GA 30308
Re:GROUNDFLOOR FINANCE INC.
Offering Statement on Form 1-A
Filed April 3, 2020
File No. 024-11188
Dear Mr. Bhargava:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A
General
1.Please revise throughout to update your filing as of the most recent practicable date and
remove disclosure speaking as of previous dates.  Currently you include what appear to be
outdated statements.  For example, we note the statement on page 30 regarding the ISB
Note that "[a]s of the date hereof, the principal sum of $1.8 million remains outstanding."
You also state on page 40 that "[a]s of the date hereof," $1.75 million remains
outstanding; however, you indicate on pages 30 and F-23 that the ISB Note was repaid.
As another non-exclusive example, we note the beneficial ownership table narrative
discusses ownership as of January 2018 and fiscal year 2016.  We also note the date of
your executive compensation disclosure.  Please revise accordingly.
Cover page
2.Please revise to state which disclosure format you are using.

 FirstName LastNameNick  Bhargava
 Comapany NameGROUNDFLOOR FINANCE INC.
 April 30, 2020 Page 2
 FirstName LastNameNick  Bhargava
GROUNDFLOOR FINANCE INC.
April 30, 2020
Page 2
Risk Factors, page 10
3.We note your disclosure on page 13 regarding the waiver of rights to trial by jury in the
subscription agreement and the investors’ rights agreement.  Please revise your offering
statement to clarify whether purchasers of interests in a secondary transaction would be
subject to the jury trial waiver provision.

Management's Discussion & Analysis, page 24
4.We note the risk factor on page 19 regarding potential adverse impacts from COVID-19
on your developers and your operations.  Please tell us what consideration you gave to
providing expanded information in your Management's Discussion and Analysis regarding
potential material impacts specific to you, as well as any significant impacts that your
business or developers have already experienced from the COVID-19 pandemic (e.g.
whether property development projects have been delayed or otherwise adversely
affected and whether borrower defaults or workouts have increased).  Refer to CF
Disclosure Guidance: Topic No. 9 for guidance.
5.Please revise the discussion of the convertible notes on page 31 to discuss the extent to
which your Regulation A offerings have allowed noteholders to convert at a discount
under a "qualified" financing.
6.Where you discuss known material trends, events and uncertainties, please clarify the
extent to which you have experienced material changes in funding your operations
through LRO offerings, other Regulation A offerings and other financing sources.
Similarly, please clarify the extent to which you have experienced material changes in the
amounts (in total or as a proportion of loans) of funding provided to developers, for
example due to COVID-19.
Related Party Transactions, page 33
7.Please revise to disclose the total amounts borrowed and repaid under the ISB loan.
Please also revise this section to identify the individuals instead of referring to "a
director."
Independent Auditor's Report, page F-3
8.Please address the following with respect to your independent auditor's report:
•Have your auditor revise their report to state, if true, that the financial statements of
the company as of December 31, 2018, not 2019, have been audited by other
auditors.
•Include the auditor's report for the year ended December 31, 2018 or explain to us
why the audit report is not required.  If you revise your filing to include the report
from your prior auditor, please also include the auditor's consent.
•Tell us how you have complied with Item 4 of the instructions to Form 1-U and Item

 FirstName LastNameNick  Bhargava
 Comapany NameGROUNDFLOOR FINANCE INC.
 April 30, 2020 Page 3
 FirstName LastName
Nick  Bhargava
GROUNDFLOOR FINANCE INC.
April 30, 2020
Page 3
17 paragraph 9 of the instructions to Form 1-A with respect to your change in auditor.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Isaac Esquivel at 202-551-3395 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian Korn, Esq.